1. Antitrust Law Compliance Policy and Guidelines November 19, 2004

2. Policy and Guidelines Overview Prepared by Mark Alcorn as a general reference document Intended to inform and assist CCC members in acting responsibly, with respect to federal and state antitrust laws

3. 1. Compliance CCC Members Agree to strictly comply with laws and regulations applicable to their activities, including federal and state antitrust laws Are expected to conscientiously adhere to antitrust laws

4. 1. Compliance The CCC Will neither knowingly permit nor condone anti-competitive behavior, whether willful or inadvertent, in connection with any CCC activity Has a policy to assist members and volunteers in complying with federal and state antitrust laws

5. 2. Antitrust Laws What’s Prohibited Competitors may not restrain competition among themselves through understandings or agreements Monopolization Unfair methods of competition Unfair or deceptive acts Etc. etc.

6. 2. Antitrust Laws And we really mean it… Antitrust violations are specific to the conduct and facts in each instance Penalties are severe –Felony criminal conviction may result in up to 3 years in prison and $1 million fines (for individuals) or $100 million fines (for corporations) –Treble damages available to private persons

7. 2. Antitrust Laws How it Affects the CCC Antitrust violations usually consist of a) concerted action and b) unreasonable restraint of competition Since the CCC involves meetings among competitors, a) can be asserted without difficulty The only remaining element necessary to prove a basic antitrust violation is b) Therefore, agreements or activities of CCC members that are anti-competitive or have that effect whether conducted as CCC business or not, could result in serious antitrust consequences

8. 3. Responsibilities Members Have a duty and a responsibility to avoid and prevent antitrust violations Need to understand the basic antitrust laws Need to recognize areas of potential antitrust risk Must overtly object and refuse to participate in any activity that poses antitrust risk

9. 4. Areas of Risk Discussions to Avoid Controlling or influencing current or future prices (or increases/decreases, or stabilization/standardization) What constitutes a “fair” profit level Procedures for establishing selling prices, cash discounts, credit terms Control of sales/inventory levels or sales timing Allocation or division of markets Boycotts Whether pricing practices of any competitor/industry are illegal, unethical or unfair Agreements limiting or restricting advertising Etc. etc…this list is incomplete

10. 4. Areas of Risk A Caveat Some discussions on these topics may not amount to antitrust violations. However, these discussions require thorough prior antitrust analysis and guidance.

11. 5. Prevention CCC Meetings Will follow a written agenda, distributed prior to the meeting. Any potential antitrust issues will be reviewed by the Chairperson, Executive Director and legal counsel, if appropriate. Any discussion with potential antitrust complications will be postponed until legal counsel is present Accurate, detailed meeting minutes will be prepared, reviewed and approved at the next meeting. Recording of meetings will not be permitted. Discussions which arouse concern of antitrust violations must be discontinued, pending resolution. If any member has concerns about potential antitrust implications during a meeting, he or she will interrupt and state that concern immediately. If discussion is not terminated or the concern resolved, the member should state that he or she is leaving the meeting for that reason, and then leave. Conversations discussing matters in violation of the CCC’s antitrust policy will not be tolerated, and violating parties may be ejected by the Chairperson.